QuickLogic Corporation (NASDAQ:QUIK) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Items 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 23, 2019, QuickLogic Corporation (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a 1-for-14 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Reverse Stock Split became effective as of 5:00 p.m. (Eastern time) on December 23, 2019.
As previously reported, on November 26, 2019, the Company held a special meeting of stockholders (the “Special Meeting”), at which the Company’s stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split of the Common Stock at a reverse stock split ratio ranging from 1-for-5 to 1-for-15, to be determined by the Board of Directors (the “Board”) at a later date. Following the Special Meeting, on December 6, 2019, the Board approved the implementation of the Reverse Stock Split at a ratio of 1-for-14. The Reverse Stock Split is intended to bring the Company into compliance with the $1.00 minimum average closing share price requirement for continued listing on the Nasdaq Capital Market (the “Nasdaq”).
As a result of the Reverse Stock Split, every fourteen shares of issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock. The par value per share and the total authorized number of shares will remain unchanged. No fractional shares will be issued as a result of the Reverse Stock Split. Instead, American Stock Transfer & Trust Company, the Company’s transfer agent (“AST”), will aggregate all fractional shares and sell them as soon as practicable after the effective time at the then-prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from approximately 116.6 million shares to approximately 8.3 million shares. A proportionate adjustment was also made to the maximum number of shares issuable under the Company’s 2019 Stock Plan and 2009 Employee Stock Purchase Plan.
Stockholders holding certificated shares will receive information from AST regarding the process for exchanging their stock certificates. Stockholders who hold their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) will not be required to take any action.
The Common Stock will begin trading on a split-adjusted basis on the Nasdaq at the market open on December 24, 2019. The trading symbol for the Common Stock will remain “QUIK.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 74837P405.
The foregoing description of the Reverse Stock Split does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated into this report by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
QUICKLOGIC Corp Exhibit
EX-3.1 2 quik-ex31_8.htm EX-3.1 AMENDMENT TO AR COI quik-ex31_8.htm EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QUICKLOGIC CORPORATION Pursuant to Sections 228 and 242 ofthe General Corporation Law of theState of Delaware QUICKLOGIC CORPORATION,…
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About QuickLogic Corporation (NASDAQ:QUIK)
QuickLogic Corporation develops and markets semiconductor and software algorithm solutions. The Company’s solutions primarily target smartphones, wearable devices, tablets, and the Internet-of-Things (IoT). The Company is a fabless semiconductor provider of flexible sensor processing solutions, ultra-low power display bridges, and ultra-low power Field Programmable Gate Arrays (FPGAs). The Company’s solutions integrate multi-core processing, programmable logic, sensor fusion and context aware algorithms, and embedded software. The Company’s solutions are created from its new silicon platforms, including EOS, ArcticLink III, PolarPro 3, PolarPro II, PolarPro, and Eclipse II products, its mature products, which are produced on semiconductor processes over 180 nanometers, primarily include its pASIC 3 and QuickRAM, as well as royalty revenue, programming hardware and design software. Its sensor algorithm software includes SenseMe software library.